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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 12, 2025
___________________________________
CoreWeave, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware

001-42563

82-3060021
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. Employer Identification Number)
290 W Mt. Pleasant Ave., Suite 4100
Livingston, NJ
07039
(Address of registrant's principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (973) 270-9737
___________________________________
Not Applicable
(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, $0.000005 par value per share CRWV The Nasdaq Stock Market LLC



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02 Results of Operations and Financial Condition

On August 12, 2025, CoreWeave, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.
Item 8.01 Other Information

In connection with the Company’s initial public offering (“IPO”) of Class A common stock, all of the Company’s directors and officers, the selling stockholders in the IPO, and the holders of substantially all of the Company’s Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for the Company’s Class A common stock are subject to lock-up agreements with the underwriters in the IPO or market standoff agreements with the Company that, subject to certain exceptions, restrict such holder’s ability to sell or transfer the holder’s shares or otherwise engage in certain transactions related thereto. Such restrictions terminate on the earlier of (i) the close of trading on the second trading day after the date that the Company’s publicly announces earnings for the quarter ended June 30, 2025 and (ii) 180 days after March 31, 2025 (the “Restricted Period”).

On August 12, 2025, the Company’s publicly announced its earnings for the quarter ended June 30, 2025, and, as a result, the Restricted Period is expected to end at the close of trading on August 14, 2025.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2025

COREWEAVE, INC.
By:
/s/ Nitin Agrawal
Name:
Nitin Agrawal
Title:
Chief Financial Officer

EX-99.1 2 coreweave2q25earningspress.htm EX-99.1 Document

CoreWeave Reports Strong Second Quarter 2025 Results
Record Second Quarter Revenue Underscores Robust Demand and Strong Execution
LIVINGSTON, N.J., – August 12, 2025 – CoreWeave, Inc. (Nasdaq: CRWV), the AI Hyperscaler™, today reported financial results for the second quarter ended June 30, 2025.
"Our strong second quarter performance demonstrates continued momentum across every dimension of our business," said Michael Intrator, Co-Founder, Chairman of the Board and Chief Executive Officer, CoreWeave. "We are scaling rapidly as we look to meet the unprecedented demand for AI. Our purpose-built AI cloud platform continues to set new benchmarks for performance and scalability including becoming the first company to offer the complete Blackwell GPU portfolio at scale, making CoreWeave the platform of choice for the world’s most advanced AI workloads and AI pioneers.”

Second Quarter 2025 Financial Highlights
(In thousands, except percentages and per share amounts)
Three Months Ended June 30,
2025 2024
Revenue $ 1,212,788  $ 395,371 
Operating expenses 1,193,579  317,650 
Operating income
$ 19,209  $ 77,721 
Operating income margin
% 20  %
Interest expense, net $ (266,966) $ (66,766)
Net loss
$ (290,509) $ (323,021)
Net loss margin
(24) % (82) %
Basic net loss per share
$ (0.60) $ (1.62)
Diluted net loss per share
$ (0.60) $ (1.62)


Non-GAAP Measures
(In thousands, except percentages)
Three Months Ended June 30,
2025 2024
Adjusted EBITDA
$ 753,169  $ 249,841 
Adjusted EBITDA margin 62  % 63  %
Adjusted operating income
$ 199,788  $ 85,381 
Adjusted operating income margin
16  % 22  %
Adjusted net loss
$ (130,806) $ (5,130)
Adjusted net loss margin
(11) % (1) %
(See “Non-GAAP Financial Measures” and the reconciliation of GAAP to non-GAAP results table in this press release for additional information.)






Additional Second Quarter 2025 Financial Highlights
Revenue backlog was $30.1 billion as of June 30, 2025.1

Second Quarter 2025 Highlights
•Key customer wins across AI labs, hyperscalers and enterprises including
◦$4 billion expansion deal with OpenAI, in addition to previously announced $11.9 billion deal
◦New hyperscaler customer - signed and expanded in the quarter
◦AI labs and enterprises including: BT Group, Cohere, Hippocratic AI, Hologen, LG CNS, Mistral, Moonvalley, Novel and Woven by Toyota
◦Official AI Cloud Computing Partner of the Aston Martin Aramco Formula One® Team
•Continued rapid scaling of our purpose-built AI Infrastructure. We ended the quarter with approximately 470 MW of active power and we increased total contracted power approximately 600 MW to 2.2 GW
•Continued to drive our technology leadership position across our platform, enabling leading AI companies to unleash AI’s potential
◦First to bring NVIDIA GB200 NVL72 systems online for customers at scale, with AI frontier companies like Cohere, IBM and Mistral AI and we announced general availability of B200 based instances
◦Delivered the largest-ever MLPerf Training v5.0 submission utilizing NVIDIA Blackwell GB200 instances. The breakthrough submission was 34X larger than other submissions and 4.5x more performant than the best GB200 submission from any other enterprise
•Completed acquisition of Weights & Biases and launched new products to extend our cloud platform capabilities
◦Mission Control Integration: groundbreaking cluster health management system, now available through W&B Models. Providing real-time insights and remediation tips for CoreWeave AI clusters
◦W&B Inference, powered by the CoreWeave Cloud Platform: gives AI developers a simple way to access and explore leading open-source AI models through the W&B platform
◦W&B Weave Online Evaluations: provides real-time insights into how their AI agents are performing in production
◦Held our largest ever developer event, Weights & Biases by CoreWeave Fully Connected
•Developing, as part of a joint venture, a new data center campus in Kenilworth, NJ, with capacity of up to 250MW. This marks CoreWeave’s first greenfield purpose-built AI data center project, with the initial phase expected to be delivered in 2026
•Successfully raised $2 billion in 9.25% Senior Unsecured Notes due 2030, upsized by $500 million due to strong demand, to drive the next generation of cloud computing for the future of AI



1 Revenue backlog includes remaining performance obligations, plus, subject to the satisfaction of delivery and availability of service requirements, other amounts we estimate will be recognized as revenue in future periods under committed customer contracts.



Business Outlook
CoreWeave will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

Webcast and Conference Call Information
CoreWeave will host an audio webcast to discuss the results for the second quarter of 2025, provide a business update, and forward-looking guidance at 2:00 pm PT / 5:00 pm ET today. The live webcast of CoreWeave’s earnings conference call can be accessed at the CoreWeave Investor Relations website at investors.coreweave.com, along with the earnings press release and earnings presentation.
Following the call, a replay will be available at the same website. A transcript of the conference call will be posted to the investors.coreweave.com website.

Disclosure Information
CoreWeave uses its investor relations page (investors.coreweave.com), its X account (@CoreWeave), and its LinkedIn page (linkedin.com/company/coreweave/) to disclose material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor these websites, in addition to following CoreWeave's press releases, Securities and Exchange Commission (SEC) filings, public conference calls and public webcasts.


About CoreWeave  
CoreWeave, the AI Hyperscaler™, delivers a cloud platform of cutting-edge software powering the next wave of AI. The company's technology provides enterprises and leading AI labs with cloud solutions for accelerated computing. Since 2017, CoreWeave has operated a growing footprint of data centers across the US and Europe. CoreWeave was ranked as one of the TIME100 most influential companies and featured on Forbes Cloud 100 ranking in 2024. Learn more at www.coreweave.com.
 
Investor Relations contact:
Investor-Relations@coreweave.com / https://investors.coreweave.com/

Media contact:
Press@coreweave.com / https://www.coreweave.com/about-us





Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of applicable securities laws. Such statements are based on our current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements related to our business; our strategy; our capital structure; our market opportunity and future growth; market trends; demand for our platform; the expected timing of the completion of our new data center campus in Kenilworth, NJ; other estimated of other amounts included in our revenue backlog figure; our plans to scale our platform; and strategic opportunities. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” “outlook,” “guidance,” or the negative of these terms, where applicable, and similar expressions intended to identify forward-looking statements.

Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include but are not limited to our ability to execute our business strategies and manage our growth, our ability to maintain and grow our customer base, continued demand for AI infrastructure, any disruption in our strategic relationships or disruptions with our third-party providers, including our suppliers and data center partners, our ability to develop and maintain our corporate infrastructure and internal controls, our financial performance, capital requirements and ability to raise additional capital and the impact of global political and macroeconomic conditions, including the effects of global geopolitical conflicts, inflation, tariffs, interest rates, any instability in the global banking sector and foreign currency exchange rates. More information about factors that could affect our operating results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent filings with the SEC, including in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, copies of which may be obtained by visiting our Investor Relations website at https://investors.coreweave.com or the SEC's website at www.sec.gov. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Additionally, the forward-looking statements in this press release do not include the potential impact of any acquisitions that may be announced and/or completed after the date hereof. We assume no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.




Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use adjusted EBITDA and adjusted EBITDA margin, adjusted operating income (loss) and adjusted operating income (loss) margin, adjusted net income (loss) and adjusted net income (loss) margin, collectively, to help us evaluate our business. We use such non-GAAP financial measures to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate operating performance. We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. Forward-looking non-GAAP financial measures are presented on a non-GAAP basis without reconciliation due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Accordingly, a reconciliation of these forward-looking non-GAAP financial measures are not available without unreasonable effort.
A reconciliation is provided below for each historical non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. CoreWeave encourages investors to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate CoreWeave’s business.




COREWEAVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenue $ 1,212,788  $ 395,371  $ 2,194,420  $ 584,055 
Operating expenses:
Cost of revenue 312,667  108,838  575,061  168,058 
Technology and infrastructure 669,913  182,886  1,231,315  275,767 
Sales and marketing 36,799  4,172  47,348  8,222 
General and administrative 174,200  21,754  348,957  37,440 
Total operating expenses 1,193,579  317,650  2,202,681  489,487 
Operating income (loss) 19,209  77,721  (8,261) 94,568 
Gain (loss) on fair value adjustments —  (310,231) 26,837  (407,731)
Interest expense, net
(266,966) (66,766) (530,801) (107,422)
Other income (expense), net 5,023  16,406  886  23,866 
Loss before provision for (benefit from) income taxes (242,734) (282,870) (511,339) (396,719)
Provision for (benefit from) income taxes 47,775  40,151  93,811  55,550 
Net loss $ (290,509) $ (323,021) $ (605,150) $ (452,269)
Net loss attributable to common stockholders, basic $ (290,509) $ (338,617) $ (633,872) $ (467,865)
Net loss attributable to common stockholders, diluted $ (290,509) $ (338,617) $ (660,717) $ (467,865)
Net loss per share attributable to common stockholders, basic $ (0.60) $ (1.62) $ (1.73) $ (2.23)
Net loss per share attributable to common stockholders, diluted $ (0.60) $ (1.62) $ (1.79) $ (2.23)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic 486,591 209,626 366,765 209,560
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted 486,591 209,626 368,607 209,560



COREWEAVE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
June 30,
2025
December 31,
2024
Assets
Current assets
Cash and cash equivalents $ 1,152,883  $ 1,361,083 
Restricted cash and cash equivalents, current 560,173  37,394 
Accounts receivable, net 1,933,698  416,526 
Prepaid expenses and other current assets 299,229  101,246 
Total current assets 3,945,983  1,916,249 
Restricted cash and cash equivalents, non-current 340,527  637,356 
Restricted marketable securities, non-current —  29,308 
Property and equipment, net 16,631,510  11,914,774 
Operating lease right-of-use assets 3,380,201  2,589,547 
Intangible assets, net 205,895  4,909 
Goodwill 812,970  19,544 
Other non-current assets 924,277  720,912 
Total assets $ 26,241,363  $ 17,832,599 
Liabilities, Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable $ 1,226,579  $ 868,259 
Accrued liabilities 1,411,237  355,821 
Debt, current 3,627,664  2,468,425 
Deferred revenue, current 951,346  768,927 
Operating lease liabilities, current 279,080  213,104 
Finance lease liabilities, current 60,396  57,801 
Other current liabilities 53  230,244 
Total current liabilities 7,556,355  4,962,581 
Debt, non-current 7,423,837  5,457,915 
Derivative and warrant liabilities 698  200,089 
Deferred revenue, non-current 3,896,173  3,294,977 
Operating lease liabilities, non-current 3,168,392  2,388,912 
Finance lease liabilities, non-current 3,112  34,120 
Deferred tax liabilities, non-current 245,659  149,232 
Other non-current liabilities 126,331  36,260 
Total liabilities 22,420,557  16,524,086 
Commitments and contingencies
Redeemable convertible preferred stock and redeemable common stock



Redeemable convertible preferred stock
—  1,722,111 
Redeemable Class A common stock
1,163,159  — 
Stockholders’ equity (deficit)
Preferred stock
—  — 
Class A common stock
Class B common stock
Class C common stock
—  — 
Treasury stock
(33,524) (33,524)
Additional paid-in capital 4,772,825  1,096,160 
Accumulated other comprehensive income (loss) (271) — 
Accumulated deficit (2,081,385) (1,476,235)
Total stockholders’ equity (deficit) 2,657,647  (413,598)
Total liabilities, redeemable convertible preferred stock, redeemable common stock, and stockholders’ equity (deficit) $ 26,241,363  $ 17,832,599 





COREWEAVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Cash flows from operating activities:
Net loss $ (290,509) $ (323,021) $ (605,150) $ (452,269)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization 559,481  164,460  1,002,978  243,970 
Non-cash lease expense 77,244  26,925  144,113  42,015 
Amortization of debt discounts and issuance costs and accretion of redemption premiums 29,036  7,547  66,727  15,605 
Loss (gain) on fair value adjustments —  310,231  (26,837) 407,731 
Stock-based compensation 145,005  7,660  328,978  15,849 
Deferred income taxes 46,267  28,521  90,884  43,207 
Other non-cash reconciling items 17,409  (2,962) 40,132  (3,848)
Changes in operating assets and liabilities, net of effect of business acquisition:
Accounts receivable (865,946) (235,076) (1,504,696) (180,748)
Prepaid expenses and other current assets (110,519) (21,592) (120,448) 1,636 
Accounts payable and accrued expenses (351,500) 182,553  (289,173) 697,848 
Deferred revenue 758,796  84,916  742,892  1,524,487 
Lease liabilities (59,342) (14,889) (110,451) (20,708)
Other non-current assets (206,673) (333,097) 49,968  (413,561)
Net cash provided by (used in) operating activities (251,251) (117,824) (190,083) 1,921,214 
Cash flows from investing activities:
Purchase of property and equipment, including capitalized internal-use software (2,452,992) (2,247,161) (3,860,351) (3,989,096)
Sale of available-for-sale marketable securities —  840  —  840 
Maturities of marketable securities —  47,822  29,308  47,822 
Purchase of restricted marketable securities —  —  —  (29,308)
Purchase of strategic investments —  (50,000) —  (50,000)
Sale of warrants received as lease incentive 100,645  —  100,645  — 
Business combination, net of cash acquired (45,706) —  (45,706) — 
Issuance of notes receivable (18,000) —  (73,000) — 
Other investing activities (26,109) (1,433) (26,109) (1,433)



Net cash provided by (used in) investing activities (2,442,162) (2,249,932) (3,875,213) (4,021,175)
Cash flows from financing activities:
Proceeds from issuance of debt 3,647,767  889,894  4,432,723  1,821,541 
Repayments of debt (1,303,763) (69,460) (1,574,867) (74,416)
Payment of debt issuance costs (36,536) (3,479) (36,536) (3,479)
Issuance of redeemable convertible preferred stock, net of issuance costs —  1,147,476  —  1,172,476 
Redeemable convertible preferred stock cash dividends paid (2,592) —  (28,693) — 
Proceeds from exercise of stock options 1,744  597  4,538  642 
Proceeds from initial public offering, net of underwriting discounts and commissions —  —  1,422,619  — 
Issuance of common stock, net of underwriting discounts and commissions 67,669  —  67,669  — 
Payment of tax withholdings on settlement of RSUs and RSAs (116,873) —  (132,558) — 
Deferred offering costs paid (10,893) —  (27,763) — 
Other financing activities (17,343) (24,739) (44,086) (56,980)
Net cash provided by (used in) financing activities $ 2,229,180  $ 1,940,289  $ 4,083,046  $ 2,859,784 
Net increase in cash, cash equivalents, and restricted cash $ (464,233) $ (427,467) $ 17,750  $ 759,823 
Cash, cash equivalents, and restricted cash—beginning of period 2,517,816  1,667,365  2,035,833  480,075 
Cash, cash equivalents, and restricted cash—end of period $ 2,053,583  $ 1,239,898  $ 2,053,583  $ 1,239,898 




Reconciliation of GAAP to Non-GAAP Results
Reconciliation of Net Loss to Adjusted EBITDA
(in thousands, except percentages)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net loss $ (290,509) $ (323,021) $ (605,150) $ (452,269)
Depreciation and amortization 559,481  164,460  1,002,978  243,970 
Interest expense, net 266,966  66,766  530,801  107,422 
Stock-based compensation 145,005  7,660  328,978  15,849 
Provision for (benefit from) income taxes
47,775  40,151  93,811  55,550 
Acquisition related costs(1)
29,474  —  35,604  — 
Other expense (income), net (5,023) (16,406) (886) (23,866)
(Gain) loss on fair value adjustments(2)
—  310,231  (26,837) 407,731 
Adjusted EBITDA     $ 753,169  $ 249,841  $ 1,359,299  $ 354,387 
Revenue     $ 1,212,788  $ 395,371  $ 2,194,420  $ 584,055 
Net loss margin     (24) % (82) % (28) % (77) %
Adjusted EBITDA margin     62  % 63  % 62  % 61  %
(1) Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fees, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transaction-specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business.
(2) Represents adjustments related to recording our derivative liabilities at fair value at the end of each reporting period for our 2021 Convertible Senior Secured Notes, warrant liabilities related to our 2022 Senior Secured Notes, and the fair value remeasurement of the option liability in connection with our Series B financing. Refer to Note 3. Fair Value Measurements to our consolidated financial statements included in our Quarterly Report on Form 10-Q filed or to be filed with the SEC for the quarter ended June 30, 2025 for additional information.



Reconciliation of Operating Income to Adjusted Operating Income
(in thousands, except percentages)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Operating income (loss)     $ 19,209  $ 77,721  $ (8,261) $ 94,568 
Stock-based compensation     145,005  7,660  328,978  15,849 
Acquisition related costs(1)
29,474  —  35,604  — 
Amortization of acquired intangibles(2)
6,100  —  6,100  — 
Adjusted operating income $ 199,788  $ 85,381  $ 362,421  $ 110,417 
Revenue     $ 1,212,788  $ 395,371  $ 2,194,420  $ 584,055 
Operating income (loss) margin     % 20  % % 16  %
Adjusted operating income margin     16  % 22  % 17  % 19  %
(1) Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fees, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transaction-specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business.
(2) In the second quarter of 2025, we began including an adjustment for the amortization of acquired intangibles in our calculation of adjusted operating income (loss). Prior period non-GAAP calculations for acquired intangible amortization are not being adjusted as these amounts were insignificant.



Reconciliation of Net Loss to Adjusted Net Loss
(in thousands, except percentages)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net loss $ (290,509) $ (323,021) $ (605,150) $ (452,269)
Stock-based compensation
145,005  7,660  328,978  15,849 
Acquisition related costs(1)
29,474  —  35,604  — 
Amortization of acquired intangibles(2)
6,100  —  6,100  — 
Loss on extinguishment of debt(3)
8,487  —  10,305  — 
(Gain) loss on fair value adjustments(4)
—  310,231  (26,837) 407,731 
Other adjustments(5)
(10,690) —  (10,690) — 
Income tax effect related to the above adjustments(6)
(18,673) —  (18,673) — 
Adjusted net loss
$ (130,806) $ (5,130) $ (280,363) $ (28,689)
Revenue $ 1,212,788  $ 395,371  $ 2,194,420  $ 584,055 
Net loss margin (24) % (82) % (28) % (77) %
Adjusted net loss margin
(11) % (1) % (13) % (5) %
(1) Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fees, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transaction-specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business.
(2) In the second quarter of 2025, we began including an adjustment for the amortization of acquired intangibles in our calculation of adjusted net loss. Prior period non-GAAP calculations for acquired intangible amortization are not being adjusted as these amounts were insignificant.
(3) Primarily relates to accelerated amortization of debt discount and debt issuance costs related to our 2024 Term Loan, which was repaid in connection with the IPO.
(4) Represents adjustments related to recording our derivative liabilities at fair value at the end of each reporting period for our 2021 Convertible Senior Secured Notes, warrant liabilities related to our 2022 Senior Secured Notes, and the fair value remeasurement of the option liability in connection with our Series B financing. Refer to Note 3. Fair Value Measurements to our consolidated financial statements included in our Quarterly Report on Form 10-Q filed or to be filed with the SEC for the quarter ended June 30, 2025 for additional information.
(5) Primarily relates to a gain on the sale of warrants received as a lease incentive.
(6) In the second quarter of 2025, we began including an adjustment for the income tax effect related to our non-GAAP adjustments. Prior period non-GAAP calculations for the income tax effects on our non-GAAP adjustments are not being adjusted as these amounts were not material.